Exhibit 10.1


                      EIGHTH AMENDMENT TO CREDIT AGREEMENT

     This Eighth Amendment (the "Amendment")  dated as of September 26, 2001, is
between Bank of America,  N.A. (the "Bank"),  formerly  known as Bank of America
National  Trust  and  Savings  Association,  and U.S.  Home & Garden  Inc.  (the
"Borrower").

                                    RECITALS

     A. The Bank and the Borrower  entered into a certain Credit Agreement as of
October 12, 1998, as previously amended (the "Agreement").

     B. The Bank and the Borrower desire to further amend the Agreement.

                                    AGREEMENT

     1.  Definitions.  Capitalized  terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2. Amendment. The Agreement is hereby amended as follows:

          2.1 In Section 1.1, the following  definitions  are hereby amended and
     restated in their entirety as follows:

               "Facility 2  Commitment"  means the agreement of the Bank to lend
          under Section  2.1(b) in an aggregate  amount at any time  outstanding
          not  exceeding  $10,000,000,   less  the  cumulative  amounts  of  all
          reductions in the Facility 2 Commitment pursuant to Section 2.5.

               "Revolving Termination Date" means the earlier to occur of:

                    (a) May 15,  2001,  in the case of the  Facility 1 Loans and
               October 31, 2001, in the case of the Facility 2 Loans, and

                    (b) the date on which the Commitments otherwise terminate in
               accordance with the provisions of this Agreement.

          2.2 Section 1.1 is hereby  further  amended to add the  definition  of
     "Eighth  Amendment  Agreement," to be inserted in appropriate  alphabetical
     order, as follows:

               "Eighth Amendment  Agreement" means that certain Eighth Amendment
          and Waiver, dated as of September 26, 2001, between Bank and Borrower.

     3. Effect. Except as specifically set forth herein, this Agreement does not
limit,  modify,  amend,  waive,  grant any consent with respect to, or otherwise
affect (a) any right,  power or remedy of the Bank under the Credit Agreement or
any other Loan Document,  (b) any provision of the Credit Agreement or any other
Loan Documents all of which shall remain in full force and effect and are hereby
ratified and confirmed.

     4. Representations and Warranties.  When the Borrower signs this Amendment,
the Borrower  represents and warrants to the Bank that the  execution,  delivery
and  performance by the Borrower of this Amendment have been duly  authorized by
all  necessary  corporate  and other  action and do not and will not require any
registration with, consent or approval of, notice to or


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action by, any Person  (including  any  Governmental  Authority)  in order to be
effective  and   enforceable.   The  Agreement  as  amended  by  this  Amendment
constitutes  the  legal,   valid  and  binding   obligations  of  the  Borrower,
enforceable  against  it in  accordance  with its  respective  terms,  except as
enforceability may be limited by applicable bankruptcy,  insolvency,  or similar
laws affecting the  enforcement of creditors'  rights  generally or by equitable
principles relating to enforceability.

     5. Amendment Fees. On or before the Effective  Date,  Borrower shall pay to
Bank an  amendment  fee  (the  "Amendment  Fee") in the  amount  of  $25,000  in
connection  with  this  Amendment.   The  Amendment  Fee  is  fully  earned  and
non-refundable,  without  regard to whether  this  Amendment  becomes  otherwise
effective.

     6.  Effective  Date.  This Amendment will be effective on the date that all
conditions set forth below are satisfied:

          6.1  Receipt by Bank of a duly  executed  original  of this  Amendment
     signed by Borrower and of counterparts to the  Reaffirmation  of Guarantors
     appended hereto signed by each of the Guarantors.

          6.2 Receipt by Bank of the Amendment Fee.

          6.3  Receipt  by  Bank  of all  documents  it may  reasonably  request
     relating to the  existence of Borrower and each  Guarantor,  the  corporate
     authority for and the validity of this Amendment,  the Loan Documents,  and
     any other agreements,  documents,  instruments, or matters relevant hereto,
     all in form and substance satisfactory to Bank.

     7.  Reservation of Rights.  The Borrower  acknowledges  and agrees that the
execution by the Bank of this  Amendment  shall not be deemed to create a course
of dealing or otherwise  obligate the Bank to execute  similar waivers under the
same or similar circumstances in the future.

     8.  Indemnity.  As  additional  consideration  for Bank  entering into this
Amendment,  Borrower shall indemnify,  exonerate, pay, and hold each Indemnified
Party  (as  hereinafter  defined)  harmless  from any and all  claims,  demands,
grievances,  liabilities,  debts, accounts, obligations, costs, expenses, liens,
rights,  actions,  and  causes of action,  of every  kind and nature  whatsoever
(including fees and expenses of counsel to any  Indemnified  Party in connection
with any investigative,  administrative, or judicial proceeding, irrespective of
whether such Indemnified Party shall be designated a party thereto),  other than
those arising as a result of the gross  negligence or willful  misconduct of any
Indemnified  Party,  which may be imposed on,  incurred by, or asserted  against
such  Indemnified  Party  in any  manner  relating  to or  arising  out of or in
connection  with  this  Amendment  or any of the Loan  Documents,  or any of the
transactions  contemplated  by any of the foregoing.  As used in this Amendment,
the term  "Indemnified  Parties"  means,  collectively,  Bank and its affiliated
corporations,  and all of its current and former  directors,  officers,  agents,
employees,  shareholders,  and attorneys, and all of their respective successors
and assigns.

     9. Release by Borrower.

          9.1 No Present  Claims.  Borrower  acknowledges  and agrees that:  (i)
     Borrower  has no claim or cause of action  against any  Indemnified  Party;
     (ii)  Borrower has no offset  right,  counterclaim,  or defense of any kind
     against any of the Indebtedness;


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     and (iii) each  Indemnified  Party has  heretofore  properly  performed and
     satisfied  in a  timely  manner  any and all of  such  Indemnified  Party's
     obligations,  if any, to Borrower.  Bank desires,  and Borrower agrees,  to
     eliminate  any  possibility  that any  past  conditions,  acts,  omissions,
     events,  circumstances,  or matters  would  impair or  otherwise  adversely
     affect any of Bank's rights,  interests,  collateral security, or remedies.
     Therefore,  Borrower,  on behalf of Borrower and all successors and assigns
     of Borrower and any and all other parties claiming rights through Borrower,
     unconditionally  releases,  acquits,  and forever discharges each and every
     Indemnified Party from: (1) any and all liabilities,  obligations,  duties,
     or  indebtedness  of any of the  Indemnified  Parties to Borrower,  whether
     known or unknown,  arising  prior to the date  hereof,  and (2) any and all
     claims,  offsets,  causes of action,  suits, or defenses,  whether known or
     unknown, which Borrower might otherwise have against any of the Indemnified
     Parties  on account  of any  condition,  act,  omission,  event,  contract,
     liability,  obligation,  indebtedness,  claim,  cause of  action,  defense,
     circumstance, or matter of any kind which existed, arose or occurred at any
     time  prior to the date  hereof.  As  further  consideration  for the above
     release,  Borrower specifically agrees,  represents,  and warrants that the
     matters  released  herein are not  limited  to  matters  which are known or
     disclosed, and Borrower hereby waives any and all rights and benefits which
     Borrower  now has, or in the future may have,  conferred  upon  Borrower by
     virtue of the  provisions of Section 1542 of the Civil Code of the State of
     California which provides as follows:

          A  GENERAL  RELEASE  DOES NOT  EXTEND  TO  CLAIMS  WHICH THE
          CREDITOR  DOES NOT KNOW OR  SUSPECT TO EXIST IN HIS FAVOR AT
          THE TIME OF  EXECUTING  THE  RELEASE,  WHICH IF KNOWN BY HIM
          MUST  HAVE  MATERIALLY  AFFECTED  HIS  SETTLEMENT  WITH  THE
          DEBTOR.

          9.2 Waiver of Unknown  Claims.  Borrower  is aware that  Borrower  may
     later  discover facts in addition to or different from those which Borrower
     now knows or believes to be true with respect to the releases given herein,
     and that it is nevertheless  Borrower's  intention to settle,  release, and
     discharge  fully,  finally,  and  forever  all of these  matters,  known or
     unknown, suspected or unsuspected,  which previously existed, now exist, or
     may  exist.  In  furtherance  of  such  intention,   Borrower  specifically
     acknowledges  and agrees that the releases given in this Amendment shall be
     and shall  remain in effect as full and  complete  releases  of the matters
     being  released,  notwithstanding  the  discovery  or existence of any such
     additional or different  facts and that such releases  shall not be subject
     to termination or rescission by reason of any such  additional or different
     facts.

          9.3  Warranty  of  Non-Assignment.   Borrower  hereby  represents  and
     warrants that it has not previously  assigned or transferred,  or purported
     to assign or transfer, to any person or entity any of the claims,  demands,
     grievances,  liabilities,  debts, accounts,  obligations,  costs, expenses,
     liens,  rights,  actions, or causes of action released by the terms of this
     Amendment.


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     10. Miscellaneous.

          10.1 Except as herein  expressly  amended,  all terms,  covenants  and
     provisions  of the  Agreement are and shall remain in full force and effect
     and all references therein and in the other Loan Documents to the Agreement
     shall henceforth refer to the Agreement as amended by this Amendment.  This
     Amendment shall be deemed  incorporated into, and a part of, the Agreement.
     This Amendment is a Loan Document.

          10.2 This Amendment  shall be binding upon and inure to the benefit of
     the parties hereto and to the Agreement and their respective successors and
     assigns.  No third party beneficiaries are intended in connection with this
     Amendment.

          10.3 This  Amendment  shall be governed by and construed in accordance
     with the law of the State of California.

          10.4 This  Amendment  may be executed  in any number of  counterparts,
     each of which  shall  be  deemed  an  original,  but all such  counterparts
     together  shall  constitute  but one and the same  instrument.  Each of the
     parties  hereto  understands  and agrees that this  document (and any other
     document  required  herein) may be delivered by any party thereto either in
     the form of an executed  original or an executed original sent by facsimile
     transmission  to be followed  promptly by mailing of a hard copy  original,
     and  that  receipt  by  the  Bank  of  a  facsimile   transmitted  document
     purportedly  bearing the signature of the Borrower  shall bind the Borrower
     with the same force and effect as the delivery of a hard copy original. Any
     failure  by the Bank to receive  the hard copy  executed  original  of such
     document  shall not diminish the binding effect of receipt of the facsimile
     transmitted executed original of such document.

     11.  Governing  Law,  Submission  to  Jurisdiction,   and  Waiver  of  Jury
Trial/Arbitration.  THIS  AMENDMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA  AND IS SUBJECT TO
THE  PROVISIONS  OF  SECTIONS  9.14  AND  9.15  OF THE  AGREEMENT,  RELATING  TO
SUBMISSION TO JURISDICTION AND WAIVER OF JURY TRIAL/ARBITRATION,  THE PROVISIONS
OF WHICH ARE BY THIS REFERENCE HEREBY INCORPORATED HEREIN IN FULL.

This  Amendment  is  executed  as of the date  stated at the  beginning  of this
Amendment.


                                        BANK OF AMERICA, N.A. (formerly known
                                        as Bank of America National Trust and
                                        Savings Association)


                                        By     /s/ Ronald Parish
                                               ---------------------------------
                                        Title  Senior Vice President
                                               ---------------------------------


                                        U.S. HOME & GARDEN INC.


                                        By     /s/ Robert Kassel
                                               ---------------------------------
                                        Title  CEO
                                               ---------------------------------


                                        By     /s/ Robert Kassel
                                               ---------------------------------
                                        Title  CEO
                                               ---------------------------------


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<PAGE>


                           REAFFIRMATION OF GUARANTORS

     Each of the  undersigned  (each,  a  "Guarantor,"  and,  collectively,  the
"Guarantors")  acknowledges  and  agrees  that  such  Guarantor  has read and is
familiar with, and consents to, all of the terms and conditions of the foregoing
Eighth  Amendment  Agreement,  dated as of  September  26, 2001 (the  "Amendment
Agreement").  In light of the foregoing,  each of the  undersigned  confirms and
agrees that all of the terms and provisions of that certain Guaranty  Agreement,
dated as of October 13, 1998 (as  amended or  modified to the date  hereof,  the
"Guaranty"), executed by it in connection with the Credit Agreement are ratified
and reaffirmed, that the Guaranty shall continue in full force and effect.

     Although  each  Guarantor  has been  informed of the terms of the Amendment
Agreement, each Guarantor understands and agrees that the Bank has no duty to so
notify any Guarantor or to seek this or any future acknowledgement,  consent, or
reaffirmation,  and nothing contained herein shall create or imply any such duty
as to any transactions, past or future.


GUARANTORS:                             EASY GARDENER, INC.


                                        By     /s/  Robert Kassel
                                               --------------------------------
                                        Title: CEO
                                               --------------------------------


                                        WEATHERLY CONSUMER PRODUCTS GROUP, INC.


                                        By     /s/  Robert Kassel
                                               --------------------------------
                                        Title: CEO
                                               --------------------------------


                                        WEATHERLY CONSUMER PRODUCTS,  INC.


                                        By     /s/  Robert Kassel
                                               --------------------------------
                                        Title: CEO
                                               --------------------------------


                                        WEED WIZARD ACQUISITION CORP.


                                        By     /s/  Robert Kassel
                                               --------------------------------
                                        Title: CEO
                                               --------------------------------


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                                        GOLDEN WEST AGRI-PRODUCTS, INC.


                                        By     /s/  Robert Kassel
                                               --------------------------------
                                        Title: CEO
                                               --------------------------------


                                        AMPRO INDUSTRIES, INC.


                                        By     /s/  Robert Kassel
                                               --------------------------------
                                        Title: CEO
                                               --------------------------------


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